THE STATUTORY DERIVATIVE ACTION UNDER THE COMPANIES ACT OF 2008: THE ROLE OF GOOD FAITH
Why this work is in the frame
A frame that forgets how it found something cannot be audited. These are the routes that admitted this work.
Bibliographic record
Abstract
The new statutory derivative action under the Companies Act 71 of 2008 is a paramount \nprotective measure or weapon for minority shareholders, which will be very useful in good \ncorporate governance and in policing boards of directors. The court is entrusted in terms of \ns 165 with a pivotal role as the gatekeeper, and has a crucial screening function in the \nexercise of its discretion to grant leave to a minority shareholder (or other applicant) to \ninstitute derivative litigation to seek redress for the company, when those in control of it \nimproperly fail or refuse to do so. The approach that the courts adopt to the application of \nthe three guiding criteria in s 165(5)(b) for the exercise of their discretion—particularly \nthe open-textured criterion of ‘good faith’— is a matter of supreme importance that will \nhave a major impact on the effectiveness (or lack thereof) of the new statutory derivative \naction. The focus of this article is this particularly elusive criterion of good faith, and its \nmany nuances, interpretations and applications in relevant foreign jurisdictions. A \nframework for good faith in South African law is proposed, and further fundamental facets \nof good faith are explored, with reference both to existing principles in our common law and \nvaluable lessons gleaned from other comparable jurisdictions such as Canada, Australia, \nNew Zealand and the United Kingdom.
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Full frame distilled prediction
Teacher imitationNot calibrated prevalence, not ground truth. Human validation pending. Learned from the 10,348 direct Codex labels and 10,348 direct Gemma labels. Candidate is the union of thresholded teacher heads; consensus is their intersection. These outputs are machine_predicted_unvalidated and are not human labels or direct frontier model labels.
Codex and Gemma teacher scores by category
| Category | Codex | Gemma |
|---|---|---|
| Metaresearch | 0.000 | 0.000 |
| Meta-epidemiology (narrow) | 0.000 | 0.000 |
| Meta-epidemiology (broad) | 0.000 | 0.000 |
| Bibliometrics | 0.000 | 0.000 |
| Science and technology studies | 0.001 | 0.001 |
| Scholarly communication | 0.000 | 0.001 |
| Open science | 0.000 | 0.000 |
| Research integrity | 0.000 | 0.000 |
| Insufficient payload (model declined to judge) | 0.000 | 0.000 |
Machine scores (provisional)
The two teacher heads of the student model, read on this work. A score orders the frame for review; it never asserts a category, and the validation status ships verbatim with every row.
Baseline scores from an immature model (maturity gate not passed, 7 training rounds). Scores rank; they never assert a category.
score_only:v0-immature-baseline · verbatim from the scoring run: score_only means the number may rank works, and no category label ships from it